UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 28, 2008
LEXMARK INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
| | Delaware | | 1-14050 | | 06-1308215 | |
| | (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) | |
One Lexmark Centre Drive
740 West New Circle Road
Lexington, Kentucky 40550
(Address of Principal Executive Offices) (Zip Code)
(859) 232-2000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed in a Current Report on Form 8-K filed on May 20, 2008, the Board of Directors of Lexmark International, Inc. (the “Company”) approved the repurchase of an additional $750 million of its Class A Common Stock, raising its share repurchase authority to approximately $1 billion at that time. The Company now has approximately $613 million of share repurchase authority remaining.
After the close of the markets on August 28, 2008, the Company entered into an accelerated share repurchase agreement (“ASR Agreement” or “Agreement”) with Citibank, N.A (“Citibank”). Pursuant to the terms of the ASR Agreement, the Company will purchase $150 million of the outstanding shares of its Class A Common Stock from Citibank. The Agreement requires Citibank to deliver to the Company on September 3, 2008, 3,455,285 shares, equal to 85 percent of the shares that would be repurchased at a price of $36.90, the closing price of the Company’s Class A Common Stock on August 28, 2008. The number of shares to be delivered to the Company by Citibank under the Agreement shall be adjusted based on a discount to the average of the daily volume weighted average price of the Company’s Class A Common Stock during the term of the Agreement. If the number of shares to be delivered to the Company is less than the initial delivery of shares by Citibank, the Company may be required to remit shares or cash to Citibank as a result of such adjustment. The share repurchases are expected to be completed during the fourth quarter of 2008. The payment of $150 million by the Company to Citibank for the repurchase of shares will be funded from available cash.
The preceding description of the ASR Agreement does not purport to be a complete description and is qualified in its entirety by the ASR Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | |
| | | |
| | Exhibit No. | Description of Exhibit |
| | | |
| | 10.1 | Accelerated Share Repurchase Agreement, dated as of August 28, 2008, by and between the Company and Citibank, N.A. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Lexmark International, Inc. |
| | (Registrant) |
| | | |
| | | |
| September 3, 2008 | By: | /s/ John W. Gamble, Jr. |
| | | John W. Gamble, Jr. |
| | | Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
| | Exhibit No. | Description of Exhibit |
| | | |
| | 10.1 | Accelerated Share Repurchase Agreement, dated as of August 28, 2008, by and between the Company and Citibank, N.A. |
